UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



[X] QUARTERLY REPORT
UNDER SECTION 13 OR 15(d)

OF THE SECURITIES
EXCHANGE ACT OF 1934



For the quarterly
period ended: March 31, 2005



[ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR

15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



Commission file number
000-30131



TELL-A-TALE INCORPORATED


(Exact name of small
business issuer as specified in its charter)



|Nevada                                    |  | 88-0453369           
|----------------------------------------- |  | ---------------------
|(State or
		other jurisdiction of         |  | (I.R.S.
		Employer   
|incorporation
		or organization)          |  | Identification
		No.)
|                                          |  |                      
|770 East Warm
		Springs Rd., Suite 250    |  |                      
|Las Vegas,
		Nevada                       |  | 89119                
|(Address of
		principal executive offices |  | (zip code)           



Issuer's telephone number, including
area code: (702) 866-5839

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
last 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X  No

The number of shares of Common Stock, $0.001 par value,
outstanding on March 31, 2005, was 9,654,370 shares.

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ITEM 1. FINANCIAL STATEMENTS

Tell-A-Tale Incorporated
(a development stage company)
Balance Sheet

|                                                                                                 | March 31,
|------------------------------------------------------------------------------------------------ | ---------
|                                                                                                 | 2005     
|Assets                                                                                           |          
|Current assets:                                                                                  |          
|Cash                                                                                             | $ -      
|Total current assets                                                                             | -        
|                                                                                                 |          
|                                                                                                 | $ -      
|                                                                                                 |          
|Liabilities and
		Stockholders' Equity                                                           |          
|Current
		liabilities - related party                                                            | $ -      
|                                                                                                 |          
|Stockholders' Equity                                                                             |          
|Preferred stock, $0.001 par value 5,000,000 shares authorized zero
		issued and Outstanding      | -        
|                                                                                                 |          
|Common stock, $0.001 par value, 20,000,000 shares authorized; 9,654,370
		issued and outstanding | 9,654    
|                                                                                                 |          
|(Deficit) accumulated during development stage                                                   | (9,654)  
|                                                                                                 | -        
|                                                                                                 |          
|                                                                                                 | $ -      

The accompanying notes are an integral part of these financial
statements

1

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Tell-A-Tale Incorporated
(a development stage company)
Statements of Operations
For the Three Months Ending March 31, 2005 and 2004
And For the Period March 3, 2000 (Inception) to March 31, 2005

|                                                                                 | Three Months
		Ended March 31, | March 3, 2000 (Inception)
		to March 31,
|-------------------------------------------------------------------------------- | ------------------------------ | ----------------------------------------
|                                                                                 | 2005                           | 2004                                    
|Revenue                                                                          | $ -                            | $ -                                     
|                                                                                 |                                |                                         
|Expenses:                                                                        |                                |                                         
|General and administrative expenses                                              | 750                            | 750                                     
|Total expenses                                                                   | 750                            | 750                                     
|                                                                                 |                                |                                         
|Net (loss)                                                                       | $ (750)                        | $ (750)                                 
|                                                                                 |                                |                                         
|Weighted average number of
		common shares outstanding - basic and fully diluted | 9,223,814                      | 7,404,370                               
|                                                                                 |                                |                                         
|Net (loss) per share - basic
		and fully diluted                                 | $ (0.00)                       | $ (0.00)                                

The accompanying notes are an integral part of these financial
statements

2

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Tell-A-Tale Incorporated

(a development stage
company)

Statements of Cash
Flows

For the Three Months
Ending March 31, 2005 and 2004

And For the Period
March 3, 2000 (Inception) to March 31, 2005



| | Three Months
		Ended March 31, | March 3, 2000 (Inception)
		to March 31,
| | ------------------------------ | ----------------------------------------
| | 2005                           | 2004                                    

|Cash flows
		from operating activities:             |           |         |          
|--------------------------------------------------- | --------- | ------- | ---------
|Net (loss)                                          | $ (750)   | $ (750) | $ (9,654)
|Stock issued for services                           | -         | -       | 5,000    
|Conversion of debt to equity                        | 1,000     | 750     | 4,654    
|Changes in assets
		and liabilities                 |           |         |          
|Note payable - related party                        | (250)     | -       | -        
|Net cash (used)
		by operating activities           | -         | -       | -        
|                                                    |           |         |          
|Cash flows from investing
		activities:             |           |         |          
|Organization costs                                  | -         | -       | -        
|Net Cash (used) in Investing
		activities           | -         | -       | -        
|                                                    |           |         |          
|Net (decrease) increase in
		cash                   | -         | -       | -        
|Cash
		-beginning                                   | -         | -       | -        
|Cash - ending                                       | $ -       | $ -     | $ -      
|                                                    |           |         |          
|Supplemental disclosure                             |           |         |          
|Interest paid                                       | $ -       | $ -     | $ -      
|Income taxes paid                                   | $ -       | $ -     | $ -      
|                                                    |           |         |          
|Non-cash transactions:                              |           |         |          
|Number of
		shares issued for services              | -         | -       | 5,000,000
|Number of shares
		issued to convert debt to equity | 1,000,000 | -       | 4,654,370

The accompanying notes are an integral part of these financial
statements

3

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Tell-A-Tale Incorporated
(a development stage company)
Notes

Note 1 - Basis of Presentation

The condensed interim financial statements included herein,
presented in accordance with United States generally accepted accounting
principles and stated in US dollars, have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

These statements reflect all adjustments, consisting of
normal recurring adjustments, which in the opinion of management, are necessary
for fair presentation of the information contained therein. It is suggested that
these condensed interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2004 and
notes thereto included in the Company's 10-KSB annual report. The Company
follows the same accounting policies in the preparation of interim reports.

Results of operation for the interim period are not
indicative of annual results.

Note 2 - Going concern

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the recoverability of assets and the satisfaction of liabilities in the normal
course of business. As a result, the Company incurred accumulated net losses
from March 3, 2000 (inception) through the period ended March 31, 2005 of
$9,654. In addition, the Company's development activities since inception have
been financially sustained through equity financing.

The ability of the Company to continue as a going concern is
dependent upon its ability to find a suitable acquisition/merger candidate,
raise additional capital from the sale of common stock and, ultimately, the
achievement of significant operating revenues. The accompanying financial
statements do not include any adjustments that might be required should the
Company be unable to recover the value of its assets or satisfy its liabilities.

NOTE 3 - STOCKHOLDERS EQUITY

On January 14, 2005, the Company issued the sole officer of
the Company 250,000 shares of its $.001 par value common stock for conversion of
debt to equity of $250. The shares were deemed to have been issued pursuant to
an exemption provided by Section 4(2) of the Act, which exempts from
registration "transactions by an issuer not involving a public offering."

On February 16, 2005, the Company issued the sole officer of
the Company 750,000 shares of its $.001 par value common stock for conversion of
debt to equity of $750. The shares were deemed to have been issued pursuant to
an exemption provided by Section 4(2) of the Act, which exempts from
registration "transactions by an issuer not involving a public offering."

---

Tell-A-Tale Incorporated|
(a development stage company)
Notes

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company neither owns or leases any real or personal
property. Office services are provided without charge by the officer and
director of the Company. Such costs are immaterial to the financial statements
and accordingly, have not been reflected therein. The officer and director of
the Company is involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific business
opportunity becomes available, such person may face a conflict in selecting
between the Company and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.









5

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ITEM 2. PLAN OF OPERATION

We have registered our common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 12(g) thereof. We file with the Securities
and Exchange Commission periodic and episodic reports under Rule 13(a) of the
Exchange Act, including quarterly reports on Form 10-QSB and annual reports on
Form 10-KSB.

We are currently seeking to engage in a merger with or
acquisition of an unidentified foreign or domestic company which desires to
become a reporting ("public") company whose securities are qualified for trading
in the United States secondary market. We meet the definition of a "blank check"
company contained in Section (7)(b)(3) of the Securities Act of 1933, as
amended. We have been in the developmental stage since inception and have no
operations to date. Other than issuing shares to our sole stockholder, we have
not commenced any operational activities.

We will not acquire or merge with any entity which does not
intend to provide audited financial statements at or within a reasonable period
of time after closing of the proposed transaction. We are subject to all the
reporting requirements included in the Exchange Act. Included in these
requirements is our duty to file audited financial statements as part of our
Form 8-K to be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as our audited financial
statements included in our annual report on 10-KSB. If such audited financial
statements are not available at closing, or within time parameters necessary to
insure our compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the representations made
by the target business, the closing documents may provide that the proposed
transaction will be voidable at the discretion of our present management.

We will not restrict our search for any specific kind of
businesses, but may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any stage of
its business life. It is impossible to predict at this time the status of any
business in which we may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which we may offer.

A business combination with a target business will normally
involve the transfer to the target business of the majority of our common stock,
and the substitution by the target business of its own management and board of
directors.

We have, and will continue to have, no capital with which to
provide the owners of business opportunities with any cash or other assets.
However, management believes we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
company with securities registered pursuant to Rule 12(g) of the Exchange Act.
Our officer and director has not conducted market research and is not aware of
statistical data to support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity.

6

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Our audit reflects the fact that we have no current source of
income. Further, that without realization of additional capital, it would be
unlikely for the Company to continue as a going concern.

Our sole officer and director has agreed that he will advance
any additional funds which we need for operating capital and for costs in
connection with searching for or completing an acquisition or merger. Such
advances have historically been converted to equity. There is no minimum or
maximum amount the Officer and Director will advance to us. We will not borrow
any funds for the purpose of repaying advances made by such Officer and
Director, and we will not borrow any funds to make any payments to our
promoters, management or their affiliates or associates.

The Board of Directors has passed a resolution which contains
a policy that we will not seek an acquisition or merger with any entity in which
our officer, director, stockholder or his affiliates or associates serve as
officer or director or hold more than a 10% ownership interest.

On February 16, 2005, we filed a Form 8-K disclosing the
resignation of Beckstead and Watts, LLP as our Independent Accountant effective
February 12, 2005.

On May 16, 2005 we appointed Weaver & Martin, LLC, as our
independent accountants for the year ending December 31, 2005.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.

Going Concern

The financial statements included in this filing have been
prepared in conformity with generally accepted accounting principles that
contemplate the continuance of us as a going concern. Our lack of cash is
inadequate to pay all of the costs associated with our operations. Management
intends to use borrowings and security sales to mitigate the effects of its cash
position, however no assurance can be given that debt or equity financing, if
and when required will be available. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets
and classification of liabilities that might be necessary should we be unable to
continue existence.

Item 3. Controls and Procedures

We maintain disclosure controls and procedures designed to
ensure that information required to be disclosed in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the specified time periods. As of the end of the period
covered by this report, our sole officer evaluated the effectiveness of our
disclosure controls and procedures. Based on the evaluation, which disclosed no
significant deficiencies or material weaknesses, our sole officer concluded that
our disclosure controls and procedures are effective. There were no changes in
our internal control over financial reporting that occurred during our most
recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

7

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PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings against us and we are unaware
of any such proceedings contemplated against us.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 14, 2005, we issued Mr. DeMint 250,000 shares
of our $.001 par value common stock for conversion of debt to equity of $250.
The shares were deemed to have been issued pursuant to an exemption provided by
Section 4(2) of the Act, which exempts from registration "transactions by an
issuer not involving a public offering."

On February 16, 2005, we issued Mr. DeMint 750,000 shares
of our $.001 par value common stock for conversion of debt to equity of $750.
The shares were deemed to have been issued pursuant to an exemption provided by
Section 4(2) of the Act, which exempts from registration "transactions by an
issuer not involving a public offering."

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

8

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits

|Exhibit
		Number | Description                                                              
|---------------- | -------------------------------------------------------------------------
|(3)(i)           | Articles of
		Incorporation                                              
|                 | (a) Articles
		of Incorporation*                                         
|(3)(ii)          | Bylaws                                                                   
|                 | (a) Bylaws*                                                              
|(4)              | Instruments
		defining the rights of security holders:*                  
|(4)(i)           | (a) Articles
		of Incorporation                                          
|                 | (b) Bylaws*
		(c) Stock
		Certificate Specimen*                          
|(31)**           | Certification
		Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|(32)**           | Certification
		Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

_____________

*Filed in Form 10-SB filed on March
28, 2000

**Filed Herewith



(b)    8-K Filed on
February 16, 2005 - Beckstead and Watts, LLP Auditor's Resignation.

(c)    8-K filed on
May 19, 2005 - Engagement of Weaver & Martin, LLC as Independent Auditor.

9

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

TELL-A-TALE INCORPORATED



By:Anthony N. DeMint

Anthony N. DeMint, President



Dated: May 20, 2005



10